The contents of the below information is intended for general information only and not intended as financial or other advice. The Embassy considers the information reliable however it does not guarantee, express or implied its accuracy and it is not liable for any decisions taken based on this information.

Searching for partners/agents for Swiss companies

Please contact the underlined:
Brigitte Cuendet or Agatha Quayson
Economic Section
Kanda High Road, Ridge Street
North Ridge Area
Accra, Ghana
P.O. Box 359 GPO

Tel:       +233 302 22 81 25 /22 81 85
Fax:      +233 302 22 35 83
Mobile: +233 204 311 437
Email:  acc.economicsection@eda.admin.ch

Providing information on setting up a company in Ghana

A company is usually the preferred form of legal entity investors establish. The relevant law for incorporating a company in Ghana is the Companies Code, 1963 (Act 179). Except otherwise provided the Code applies to all companies formed in Ghana and thus the Code recognises sector specific laws including those on insurance, banking, mining etc.

A company under the Code may be limited or unlimited or a guarantee company (non-profit making). Both limited or unlimited companies may be private or public. The Code provides for model regulations for the various types of permissible companies, the number of directors, the shareholding structure, the minimum capital requirements, company secretary, auditors and the nature/business of the company.

With regard to companies operating under the Ghana Investment Promotion Centre, the minimum foreign capital requirements must be satisfied and reflected in the regulations. Other regulations may apply together with the Companies Code depending on the sector one is involved in. For instance compliance with requirements under the Banking and Insurance Acts and minimum capital requirements are necessary if engaged in banking and insurance or the Minerals and Mining Law if ones business is mining.

Another type of body corporate may be established in Ghana for the purposes of conducting business: the Incorporated Private Partnership Act, 1962 (Act 152). The partners should not be more than 50 who draw up their own partnership agreement. The members are also personally liable to the extent of their percentage holding in the arrangement.

Under the Business Names Act individuals are allowed to set up enterprises where they are allowed to trade or do business as sole proprietors.

A Company is formed by delivering to the Registrar of Companies its proposed Regulations in compliance with the provisions of Act 179.

The Regulations of the Company shall state,

1. the name of the company with “Limited” as the last word of the name in case of a company limited by shares;
2. the nature of the business(es) which the company is authorized to carry on, or the nature for which it is established;
3. that the company has for the furtherance of its authorized business or objects, all the powers of a natural person of full capacity except in so far as such powers are expressly excluded by the Regulations;
4. the names of the first directors of the company;
5. that the powers of the Directors are limited in accordance with the provisions in Act 179 and
6. in the case of a company having shares, the number of shares the company is to be registered with.

The Regulations of any Company must be signed by one or more subscribers/shareholders and in the case of a company registered with shares, the subscriber shall indicate his name and number of shares he takes and the cash price payable.

Copies of the laws and regulations can be made available by the Embassy upon prepayment.

Providing customs inquiries for Swiss exporters

The principal legislation on import duties and other import tax is the Customs, Excise and Preventive Service (Management) Law, 1993, (PNDCL 330) as amended and its regulations (L.I. 1704).

The law contains the general provisions relating to the imposition of indirect taxes and duties by CEPS and is divided into 19 parts. Relevant parts include the imposition of indirect taxes and duties, penalties relating to offences, motor vehicle importation, loading and exportation of goods and clearance from customs .

The law contains provisions relating to duty drawbacks, refunds of duties and seizure of goods used contrary to purposes stated.

The CEPS Law is relevant to the investor investing under the Ghana Investment Promotion Centre Act, 1994 (Act 478) (GIPC) as the Act provides for the investor operating under Act 478 to be entitled to all tariff concessions provided under PNDCL 330. These concessions may be found in the Customs Harmonised Commodity and Tariff Code which is a schedule to PNDCL 330. Goods listed under the tariff code are zero-rated and do not attract import duty, import VAT, or import excise duty. These goods include tools and implements, boilers, machinery such as industrial laboratory, and spraying machinery and their parts and other mechanical appliances. Other machinery include agriculture, forestry, earth-moving and machinery used in the paper, textile and construction industries.

Some goods are admissible in Ghana at a concessionary duty rate when imported by an enterprise registered under the GIPC Act. Enterprises include hotels, restaurants and electronic media companies. The rate of duty for raw materials for manufacturing enterprise is 10%.

An enterprise registered under the GIPC Act may apply to the GIPC for tariff concessions not specifically provided by law. It may apply for exemption from import duties, import VAT, import excise duties on plant, machinery and equipment. The Centre may recommend that tariff concessions be granted with the underlying principle of promoting investment.

The Customs and Excise (Duties and other Taxes) Amendment Act 2002 (Act 615) amends PNDCL 330 by imposing the following tariffs:

1. 1% processing fee on zero-rated goods except goods imported specifically for the educational, health and agricultural sector.
2. 5% import duty on imported fish except fish from the ECOWAS territorial waters.
3. 5% import duty on commercial vehicles.
4. 1% examination fee on imported used vehicles, but maintaining the existing rates on duties and taxes on vehicles.
5. Eliminating the 20% import duty rate on imported mosquito nets.

Goods admissible at zero rate of duty under chapter 98 of the Harmonised Code now attract a concessionary duty of 5% except for the following: 

1. Materials for manufacture of agricultural implements and machinery.
2. Raw materials including package materials for pharmaceutical products and pharmaceutical containers.
3. Plastic granules imported by Ghana Cocoa Board.
4. Materials for the manufacture of mosquito coils and mosquito nets.
5. Materials for disinfectants, fungicides and weed killers.

The Ghana Free Zones Act, 1995 (Act 504) as amended states that laws relating to importation and exportation of goods and services other than consumer goods for commercial purposes do not apply to goods brought directly from outside Ghana into a free zone or goods exported from a free zone to a country outside Ghana. By implication imports by a free zone developer, subcontractor or enterprise into a free zone are exempt from indirect taxes and duties.

The Customs and Excise (Duties and Other Taxes) (Amendment) Act, 2004 (Act 668) amends Law 330 and grants further tax relieves as follows:

1. Import duty on aluminium ingots: 5%
2. Import duty on import of lumber for domestic processing: 0%
3. Import duty on musical and recording instruments: 0%
4. VAT on irrigation pumps: 0%
5. VAT and import duty on fishing nets and fishing ropes: 0%

Providing information on exhibitions in Switzerland and in Ghana

Ghana Trade Fairs Co. Ltd.
P.O. BOX 111
Trade Fair Centre La
Accra
Tel:   +233 21 77 66 11 / 77 23 76 / 77 52 81
Fax:  + 233 21 77 20 12
Email:  gtfc@ghana.com